- 1.1 In these Loan Conditions, the words and expressions set out below shall have the meanings given to them:
has the meaning set out in clause 3.2;
|AL||means Ameuri Limited (company number 08191277);|
|Borrower||means any party who has registered with rebuildingsociety through the Website with a view to borrowing money from prospective Lenders;|
|Bid||means an offer by an Investor to a Borrower to loan a specified sum of money in relation to an unfulfilled Loan Request or to acquire a previously fulfilled Loan;|
|Charges||means any charges already under clause 9, or in accordance with the Service Terms|
|Collection Agency||means an agency appointed by AL;|
|Default Interest||has the meaning set out in clause 11;|
|Instalment||means the periodic payment by the Borrower or Loan to the Investor of either the Principal Loan Segment (as the context allows), or the payment of the Interest;|
|Lender||means any party who has registered with rebuildingsociety Limited through the Website with a view to lending money to prospective Borrowers;|
|Loan||means a loan of monies made by an Investor to a Borrower pursuant to a Loan Agreement, which loan shall either partly or fully satisfy a Loan Request;|
|Loan Agreement||means an agreement entered between a Borrower and an Investor, which agreement shall comprise the Loan Particulars, the Loan Conditions and any other ancillary documents referred to therein, and shall arise in accordance with condition 2;|
|Loan Particulars||means the particulars of the Loan Agreement, including any Special Conditions;|
|Loan Request||means a request by a Borrower to borrow a sum of money, which request shall be published on the Website using the Service;|
|Loan Segment||means the amount of money loaned by an Investor directly to the Borrower, which forms part of the Principal Loan;|
|Principal Loan||means the total amount of money loaned by an Investor to the Borrower and which is made up of the Loan Segments;|
|Service Terms||means the terms and conditions between each Investor and Borrower with rebuildingsociety;|
|Security||means if applicable, the one or more forms of security instruments detailed in the Loan Particulars, granted by a Borrower to as ‘security’ for mitigating against the risk of default on re-payment of any Loan;|
|Special Conditions||means the terms and conditions specific to each Loan Agreement;|
|Website||means the website with the address www.rebuildingsociety.com;|
|rebuildingsociety||means rebuildingsociety.com Ltd (company number 07885342) whose registered office is at 16 Queen Square, Leeds, LS2 8AJ and trades as rebuildingsociety.com;|
- 1.2. In this Loan Agreement words which imply the singular shall include the plural and vice versa.
2. Structure and formation
- 2.1. The loan agreement, which shall comprise those documents described in clause 2.2 (together described as ‘the Loan Agreement’) will be entered into by electronic means in accordance with the Service Terms upon the acceptance by the Borrower of the Bids (which shall constitute ‘offers’) satisfying its initial Loan Request. This method of formation of contract will have the same effect as if a paper copy of the Loan Agreement was signed and dated in ink by the parties.
- 2.2. The terms of the Loan Agreement are comprised of:
- 2.2.1. the Loan Particulars;
- 2.2.2. these Loan Conditions;
- 2.2.3. The terms specific to each loan agreed between the parties during the bidding process as described in the Service Terms and the Loan Particulars, including details and agreements accepted in the Discussion Tab of the Loan Listing.
- 2.2.4. If a Loan is made up of more than one Loan Segment, a Loan Agreement will come into being in relation to each Loan Segment.
- 3.1. Upon the Loan Agreement and accompanying Security Instruments being executed, rebuildingsociety shall immediately pay to the Borrower by way of electronic bank transfer, to the Borrower’s Designated Account, the fulfilled Loan Requirement, less any Charges which are due to be paid to rebuildingsociety.
- 3.2. For the avoidance of doubt, the Advance Date shall be the day on which the Loan Agreement is formed which will be advised to each of the Investor and the Borrower. The first Business Day shall be the Business Day immediately following the Advance Date.
- 4.1. The Borrower warrants and undertakes to each of the Investors that:
- 4.1.1. the information submitted by the Borrower throughout the process in answering any enquiries made and in any other respect is true and accurate and not misleading;
- 4.1.2. the Loan will not be used other than for the purpose as described in the Loan Particulars;
- 4.1.3. the Borrower does not have any borrowings other than the loans specifically disclosed by the Borrower and set out in the Loan Particulars.
- 5.1. In relation to each Investor, the Borrower agrees to repay to the Investor (within thirty days of the acceptance of the online loan agreement the Loan Segment in the Instalments detailed in the Loan Particulars.
- 5.2. Each Instalment must reach rebuildingsociety in cleared funds on or before the due date for payment as prescribed in the Loan Particulars. All repayments will be made to each Investor without any deduction whether on account of tax or otherwise.
- 5.3. Each Instalment shall be applied in the following way:
- 5.3.1. first, in paying any balance of Default Interest;
- 5.3.2. second, in paying any Principal Interest;
- 5.3.3. third, in discharging any overdue Instalments;
- 5.3.4. fourth, in paying the latest Instalment which is due for payment.
- 6.1. The balance of each Loan Segment from time to time will attract interest at the agreed rate set out on in the Loan Particulars.
- 6.2. The interest will be calculated at the commencement of the Loan on the assumption that the Borrower will pay each instalment on its due date (‘the Principal Interest’). The Principal Interest will be paid in the same number of equal instalments as the Principal Loan.
- 6.3. For the purpose of clause 6, the Principal Interest will be deemed to accrue on a monthly basis.
- 6.4. Default interest shall be charged on any overdue Instalments of the Loan Segments in accordance with clause 11. Any interest shall be calculated with reference to the Late Payment of Commercial Debts Regulations 2013.
7. Early Repayment
- 7.1. The Borrower may repay the whole of the Principal Loan (and not just some Loan Segments) before the end of the Term (‘Early Repayment’).
- 7.2. Upon Early Repayment, the Borrower will repay the aggregate of the following amounts:
- 7.2.1. the balance of the Principal Loan;
- 7.2.2. all Interest accrued up to the day before the next date on which the Borrower agrees to repay the Investor the Loan Segments in relation to each Instalment as detailed in the Loan Particulars (“Due Date”) except that any Early Repayment made less than 8 days prior to the Due Date, will be deemed to have been paid after such Due Date and will incur a further months interest.
- 7.2.3. any Default Interest.
- 7.3. Upon Early Repayment, the Borrower will immediately pay to rebuildingsociety any accrued Charges.
- 7.4. For the avoidance of doubt, any Early Repayment of the Loan shall not entitle the Borrower to any rebate in amortised interest that has been paid to the date of settlement.
- 8.1. The following shall constitute a ‘Default Event’:
- 8.1.1. the Borrower fails to pay, in full or in part, any single Instalment;
- 8.1.2. the Borrower has provided information which is false or misleading in any material respect;
- 8.1.3. the Borrower has breached the terms of this Loan Agreement or any other loan agreement which the Borrower has entered into pursuant to the Service.;
- 8.1.4. the Borrower is in breach of the Security;
- 8.1.5. any person who has granted a Security disputes the enforceability of the Security, or purports to bring the Security to an end, or a person who has granted a Security dies or becomes bankrupt, and in each case the Borrower is unable to provide replacement Security who is acceptable to any of the Investors;
- 8.1.6. any person who has granted Security suffers or is likely to suffer a material adverse change to their financial position;
- 8.1.7. the Borrower becomes Insolvent (as defined below);
- 8.1.8. the Borrower ceases to be a member of rebuildingsociety for any reason;
- 8.1.9. a breach of any warranty given by the Borrower to the Investor(s) in clause 4.
- 8.2. Upon an Event of Default, rebuildingsociety may on the Investors’ behalf, serve a notice on the Borrower and on all other Lenders, declaring that an Event of Default has arisen and that the Borrower shall immediately pay to the Investors the following amount:
- 8.2.1. the balance of the Principal Loan;
- 8.2.2. all Interest which is due up to the end of the Term;
- 8.2.3. any Default Interest; and
- 8.2.4. to rebuildingsociety any accrued Charges.
- 8.3. For the purpose of this clause, ‘Insolvent’ shall mean any of the following:
- 8.3.1. a Borrower stops or suspends payment of any of its debts or is unable to, or admits its inability to, pay its debts as they fall due;
- 8.3.2. the Borrower commences negotiations or enters into any composition, compromise, assignment or arrangement, with one or more of its creditors with a view to rescheduling any of its indebtedness (because of actual or anticipated financial difficulties);
- 8.3.3. a moratorium is declared in respect of any indebtedness of the Borrower;
- 8.3.4. any action, proceedings, procedure or step is taken in relation to:
- 188.8.131.52 the suspension of payments, a moratorium of any Indebtedness, winding-up, dissolution, administration or reorganisation (using a voluntary arrangement, scheme of arrangement or otherwise) of the Borrower; or
- 184.108.40.206 a composition, compromise, assignment or arrangement with any creditor of the Borrower; or
- 220.127.116.11 the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of the Company or any of its assets; or
- 18.104.22.168 the value of any the Borrower’s assets is less than its liabilities (taking into account contingent and prospective liabilities); or
- 22.214.171.124 any event occurs in relation to the Borrower that is analogous to those set out in this clause.
- 8.4. No ‘Insolvency’ shall arise where any winding-up petition is frivolous or vexatious and is discharged, stayed or dismissed within 14 days of commencement or, if earlier, the date on which it is advertised.
9. Fees, Charges and Interest
- 9.1. A fee, equal to that stipulated in the Loan Particulars of the Principal Loan, is payable by the Borrower to rebuildingsociety.com on completion of the Loan (‘the Arrangement Fee’).
- 9.2. The Arrangement Fee (plus VAT) shall be deducted from the Principal Loan being advanced by the Investors to the Borrower.
- 9.3. The Borrower shall be liable to pay to AL the following:
- 9.3.1. in the event of a Collection Agency being appointed to collect any part of any unpaid Instalment, the Borrower shall be liable to pay to rebuildingsociety.com a sum equal to 17.5% of the overdue Instalment(s) by way of liquidated damages;
- 9.3.2. any and all other reasonable costs, including without limitation, legal and other professional costs and charges, incurred by each Investor and by AL in connection with the enforcement of payment of an overdue Instalment;
- 9.3.3. any charges or fees incurred relating to any tracing of the Borrower;
- 9.3.4. any charges or fees incurred where third party field agents has been engaged as part of any collections process, ;
- 9.3.5. any sums representing additional interest, incurred as a consequence of any change to any repayment dates; and
- 9.3.6. any other amounts due under the Service Terms.
10. . Transfer of Loan Segment
- 10.1. Each Investor may assign (‘the Loan Assignment’) his right, title and interest in the Loan Agreement and all associated rights under the Service Terms to:
- 10.1.1. any other party who is registered as an Investor with rebuildingsociety; or
- 10.1.2. AL if a Loan defaults in accordance with the Service Terms.
- 10.2. A Borrower shall not be entitled to assign or transfer its rights or obligations under any Loan Agreement.
- 10.3. The Loan Assignment shall come into force by taking the following steps:
- 10.3.1. the transferring Lender (‘the Transferor’) will accept by electronic means an offer by a new Lender (‘the Transferee’) to purchase the relevant Loan Segment;
- 10.3.2. the Transferor, by electronic means, will execute a notice (‘Transfer Notice’) in the prescribed form to the Borrower, which will advise the Borrower that the legal and equitable interest in the Loan Segment is owned by the Transferee;
- 10.3.3. upon service of the Transfer Notice, the Borrower’s obligation to pay the Transferor all outstanding Instalments and other Charges shall cease, and will instead become owed by the Borrower to the Transferee. Upon such assignment the Transferee shall be ‘the Investor’ for the purposes of the Loan Agreement and the Service Terms.
- 10.4. Upon completion of this Loan Assignment, the Transferor shall be liable to pay to rebuildingsociety a fee equal to 0.50% of the balance of the Loan Segment that has been thereby assigned.
11. Default Interest
- 11.1. If a Borrower fails to pay a sum due under this Loan Agreement on the due date for payment, the Borrower shall pay interest on such sum for the period from and including the due date up to the date of actual payment (after as well as before any court judgment) in accordance with this clause.
- 11.2. In relation to any interest arising under clause 11.2, the Borrower will pay simple interest at the annual rate which is the aggregate of 8 per cent per annum and the agreed interest rate detailed in clause 6.1. Interest shall accrue on a daily basis.
- 11.3. Interest under this clause shall be paid by the Borrower monthly in arrears until discharged.
- 12.1. Notwithstanding any other clause in these terms, in certain circumstances and in its absolute discretion, rebuildingsociety (acting as agent on behalf of the Investors) may agree with the Borrower to restructure the loan and amend the Loan Agreement in any of the following (limited) ways:
- 12.1.1. to increase the loan term with a corresponding increase in interest rate;
- 12.1.2. to allow a repayment holiday with a corresponding increase in the interest rate
- 12.1.3. to allow a period of interest only repayments with a corresponding increase in the interest rate
- 12.2. For the avoidance of doubt, no such restructuring can take place without the written agreement of the Borrower. The Borrower acknowledges and agrees that rebuildingsociety.com may require additional and/or restated security documentation to be executed by the Borrower (and any third party or guarantor as the case may be), or independent advice to be taken by the Borrower, each as a pre-condition to any restructuring.
- 13.1. The Borrower confirms that, in entering into the Loan Agreement, it has not relied on any representation made by or on behalf of rebuildingsociety.com or any of the Investors or on any written statement, advice, opinion or information given to the Borrower in good faith by or on behalf of rebuildingsociety.com or any of the Investors; and has been and will continue to be solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with this Loan Agreement.
- 14.1. In entering into this Loan Agreement, the Borrower agrees that it will not borrow any monies from its directors, officers, members, partners, shareholders or any other third party that ranks in priority of recovery to the Loan. In the event that the Borrower does enter into any such loan, the rights to payment of that loan will be subordinated behind the Loan, except to the extent otherwise required by insolvency law.
- 14.2. During the continuance of the Loan Agreement, the Borrower shall not take a loan from a third party (including any directors, officers, members, partners, shareholders):
- 14.2.1. where the amount of such loan exceeds thirty percent of the Principal Loan; or
- 14.2.2. where such borrowing ranks in priority of recovery of the Loan. In the event that the Borrower does enter into any such Loan, the rights to payment of that loan will be subordinated behind the Loan, except to the extent otherwise required by insolvency law
15. Further Assurance
- 15.1 The Borrower shall, from time to time on being required to do so by an Investor, now or at any time in the future, do or procure the doing of all such acts and/or execute or procure the execution of all such documents in a form satisfactory to the Investor as the Investor may reasonably consider necessary for giving full effect to this Loan Agreement and securing to the Investor the full benefit of the rights, powers and remedies conferred upon the Investor in this Loan Agreement and under the Security.
- 15.2 The borrowers shall, from time to time, on request from rebuildingsociety, provide rebuildingssociety with such information as it may reasonably request about the Borrowers financial condition, business and affairs, and compliance with the Loan Agreement.
- 16.1. Save as otherwise provided, no party may assign the benefit of its rights under this Loan Agreement whether absolutely or by way of security or deal in any way with any interest it has under this Loan Agreement.
- 16.2. Subject to clause 16.1, this Loan Agreement shall be binding upon and ensure for the benefit of the personal representatives and assigns and successors in title of each of the parties and every other person with enforceable rights under this Loan Agreement and references to the parties and such persons shall be construed accordingly.
17. Entire agreement: Remedies
- 17.1. This Loan Agreement together with any documents referred to herein constitutes the whole and only agreement between the parties relating to the subject matter hereof and supersedes and extinguishes any prior drafts, previous agreements, undertakings, representations, warranties and arrangements of any nature whatsoever, whether or not in writing, between the parties in connection with the subject matter hereof.
- 17.2. The rights under this Loan Agreement of the Investor and of any person who has rights under this Loan Agreement are independent, cumulative and without prejudice to all other rights available to it whether as a matter of common law, statute, custom or otherwise.
- 17.3. Nothing in this Loan Agreement or in any other document referred to herein shall be read or construed as excluding any liability or remedy as a result of fraud.
18. Waiver, Variation and Release
- 18.1. No omission to exercise or delay in exercising on the part of any party to this Loan Agreement any right, power or remedy provided by law or under this Loan Agreement shall constitute a waiver of such right, power or remedy or any other right, power or remedy or impair such right, power or remedy. No single or partial exercise of any such right, power or remedy shall preclude or impair any other or further exercise thereof or the exercise of any other right, power or remedy provided by law or under this Loan Agreement.
- 18.2. Any waiver of any right, power or remedy under this Loan Agreement must be in writing and may be given subject to any conditions thought fit by the grantor. Unless otherwise expressly stated, any waiver shall be effective only in the instance and only for the purpose for which it is given.
- 18.3. No variation to this Loan Agreement shall be of any effect unless it is agreed in writing and signed by or on behalf of each party and agreed in writing by rebuildingsociety.
- 18.4. Any liability of the Borrower to any party under this Loan Agreement may in whole or in part be released, compounded or compromised or time or indulgence given by that person in its absolute discretion as regards the Borrower.
- 18.5. The rights and remedies provided in this Loan Agreement are cumulative and not exclusive of any rights and remedies provided by law.
- 19.1. Any notice or other communication required to be given by one party to this Loan Agreement to another shall be sent via the rebuildingsociety.com website or if permitted via email sent to a parties email registered with rebuildingsociety.
- 19.2. If the Borrower is a sole trader, unincorporated body or general partnership, by entering into this Loan Agreement the Borrower makes the following declaration: “Declaration for exemption relating to businesses (articles 60C and 60O of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 I am entering this agreement wholly or predominantly for the purposes of a business carried on by me or intended to be carried on by me/us. I understand that I will not have the benefit of the protection and remedies that would be available to me under the Financial Services and Markets Act 2000 or under the Consumer Credit Act 1974 if this agreement were a regulated agreement under those Acts. I understand that this declaration does not affect the powers of the court to make an order under section 140B of the Consumer Credit Act 1974 in relation to a credit agreement where it determines that the relationship between the Investor and the borrower is unfair to the borrower. I am aware that, if I am in any doubts as to the consequences of the agreement not being regulated by the Financial Services and Markets act 2000 or the Consumer Credit Act 1974, then I should seek independent legal advice.”
- 19.3 In the event that the Borrower is a partnership, by entering into the Loan agreement the Borrower makes the following declaration: “I can confirm that I am authorised by the partnership to enter into this agreement for and on behalf of the partnership and that I am authorised by the partnership upon entering into this agreement to bind the partnership to the terms of this agreement.”
- 20.1. Each of the provisions of this Loan Agreement are severable. If any such provision is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, the legality, validity or enforceability in that jurisdiction of the remaining provisions of this Loan Agreement shall not in any way be affected or impaired thereby.
21. Third Party Rights
- 21.1. Rebuildingsociety may have the benefit of and enforce the terms of the Loan Agreement.
- 21.2. Save as otherwise provided, nothing in this Loan Agreement is intended to confer on any person any right to enforce any term of this Loan Agreement which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999.
- 22.1. This Loan Agreement shall be governed by and construed in all respects in accordance with the laws of England, and the parties hereby submit to the exclusive jurisdiction of the courts in England and Wales.